Supplementary Disclosure Letter means the letter (including the annexes thereto) to be delivered on the Completion Date from the Sellers to the Buyers and countersigned by the Buyers, that is described as the Supplementary Disclosure Letter and which shall disclose only matters which have occurred in the period between the date of this Agreement and Completion;
Supplementary Disclosure Letter has the meaning given to it in Clause 11.10.1;
Supplementary Disclosure Letter means the supplementary disclosure letter from the Sellers to the Buyer disclosing certain supplementary matters in relation to the Seller Warranties arising following the date of this agreement, in the agreed form as to general disclosures only and delivered to the Buyer prior to Completion in accordance with clause 10.2.4;
Examples of Supplementary Disclosure Letter in a sentence
The Parties understand and agree that the first draft of the Supplementary Disclosure Letter (if any) shall be delivered to the Buyer not later than ten (10) Business Days prior to the Completion Date.
For the avoidance of all doubt, no matter Disclosed in the Supplementary Disclosure Letter shall qualify any of the Seller's Warranties which are given as at the date of this Agreement.
No warranty, representation or other assurance is given by the Seller with respect to the accuracy of, or the absence of any omission from, the information set out in the Disclosure Letter (and in respect of the Warranties given at Closing only the Supplementary Disclosure Letter (if any)) or any of the documents and information included in the Data Room, except as expressly provided for in this Agreement.
No Claim may be made against the Vendor to the extent that the subject matter of any Claim is fairly disclosed (as defined in clause 9.1 of this Agreement) in the Disclosure Letter and/or any of the Disclosure Documents and in respect of events and circumstances following the date of this Agreement only, the Supplementary Disclosure Letter (if any).
More Definitions of Supplementary Disclosure Letter
Supplementary Disclosure Letter means the letter to be delivered by the Seller to the Buyer in draft, at least two Business Days prior to the Completion Date, and in final form, on the Completion Date disclosing exceptions to the Seller's Warranties repeated at Completion in respect of any matter arising between the date of this Agreement and Completion or updating any matters previously Disclosed in the Disclosure Letter in accordance with Clause 6.2 (Supplementary Disclosure Letter); "Takeover Panel" means the Panel on Takeovers and Mergers; 13 "Tax" or "Taxation" means all forms of taxation (including VAT) and impositions, duties, contributions and levies in the nature of taxation and all penalties, charges, costs and interest relating to any of them; "Tax Authority" means any relevant Tax or other authority, body or person (whether inside or outside the United Kingdom) competent to impose any liability to Tax; "Tax Benefit" has the meaning given to it in Paragraph 8 (Future Tax Benefit) of Schedule 5 (Limitations on claims); "Tax Liability" has the meaning given to it in Paragraph 8 (Future Tax Benefit) of Schedule 5 (Limitations on claims); "Tax Sharing Agreement" means the agreement proposed to be entered into between Shanghai Response, SGMS, CCPH and Ally IICL in the form attached to this Agreement at Annex 1; "Tax Warranties" means those Sellers Warranties set out in paragraph 18 of Schedule 4 (Seller's Warranties); "Top Three Customers" means General Motors Group, Jaguar Land Rover and Volvo; "Transaction Documents" means this Agreement and the documents in the Agreed Terms; "Transitional Services Agreement" means the transitional services agreement in the Agreed Terms; "Tri-Party Agreement" means the tri-party agreement entered into between SGM, Shanghai Response and An Bang on 1 June 2011 as amended by the Assignment and Assumption Agreement dated 1 January 2012 entered into between SGM, SGMS, An Bang and Shanghai Response; "UK Listing Authority" means the FSA in its capacity as the competent authority for the purposes of FSMA; "U.S." means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; "U.S. GAAP" means generally accepted accounting principles and practices in the U.S.; "VACPF" means the Vauxhall and Associated Companies Pension Fund; "VAT" means any tax chargeable under or pursuant to the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), or any su...
Supplementary Disclosure Letter means the letter dated on the Closing Date from the Seller to the Purchaser disclosing information constituting exceptions to the Tax Warranties;
Supplementary Disclosure Letter means the letter to be delivered by the Seller to the Buyer in draft, at least two Business Days prior to the Completion Date, and in final form, on the Completion Date disclosing exceptions to the Seller's Warranties repeated at Completion in respect of any matter arising between the date of this Agreement and Completion or updating any matters previously Disclosed in the Disclosure Letter in accordance with Clause 6.2 (Supplementary Disclosure Letter);
Supplementary Disclosure Letter the letter dated on or around the Completion Date from the Sellers to the Purchasers containing certain disclosures against the Warranties, if any;
Supplementary Disclosure Letter has the meaning given to it in the Escrow Deed;
Supplementary Disclosure Letter has the meaning given in the Deed of Warranty;
Supplementary Disclosure Letter means the letter xxxxxxxed as such, being the Disclosure Letter as supplemented at Completion, from the Sellers to the Purchaser and duly acknowledged by the Purchaser; Swaps means the swap transactions that are the subject of and pursuant to ISDA agreements dated 13 November 1998 between the Company and each of The Royal Bank of Scotland plc and Royal Bank of Canada respectively; Tax and Taxes and Taxation and Taxation Authority have the meanings given in the Tax Deed;